PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS: THESE TERMS INCLUDE A CLASS ACTION WAIVER AND RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF BY A COURT PROCEEDING. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Welcome to ZYRL Co. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services, and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at Admin@ZYRL.us, 415-636-8535, or 70 Zoe St. San Francisco.
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the ZYRL.us website and by sending you an email at least a 72 hours beforehand.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at Admin@ZYRL.us.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
Infringes or violates the intellectual property rights or any other rights of anyone else (including ZYRL);
Violates any law or regulation, including, without limitation, any applicable export control laws;
Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
Jeopardizes the security of your ZYRL account or anyone else’s (such as allowing someone else to log in to the Services as you);
Attempts, in any manner, to obtain the password, account, or other security information from any other user;
Violates the security of any computer network, or cracks any passwords or security encryption codes;
Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“Crawls,” “scrapes,” or “spiders” any page, data, or a portion of or relating to the Services or Content (through use of manual or automated means);
Copies or stores any significant portion of the Content;
Decompiles, reverse engineers or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
Your access to ZYRL Hardware includes the following and are subject to the following stipulations:
You understand that all hardware or physical components provided by ZYRL to you or your business are entirely owned by ZYRL unless otherwise specified in writing.
You agree to keep and maintain the rented equipment during the terms of the rental at your own cost and expense. You shall keep the equipment in a good state of repair, normal wear and tear excepted.
You agree to pay the ZYRL full compensation for replacement and/or repair of any equipment which is not returned because it is lost or stolen or any equipment which is damaged and in need of repair to put it into the same condition it was in at the time of rental, normal wear and tear excepted. Your invoice which is not to exceed $800 in order to pay for replacement or repair is conclusive as to the amount you shall pay under this paragraph for repair or replacement.
You shall not remove the equipment from your business address or the location shown herein as the place of use of the equipment without the prior written approval of ZYRL.
You shall inform ZYRL upon demand of the exact location of the equipment while it is in your possession.
No allowance will be made for any rented equipment or portion thereof which is claimed not to have been used. Acceptance of returned equipment by ZYRL does not constitute a waiver of any of the rights ZYRL has under this agreement.
You shall allow ZYRL to enter your premises where the rented equipment is stored or used at all reasonable times to locate and inspect the state and condition of the rented equipment. If you are in default of any of the terms and conditions of this agreement, ZYRL, and it's agents, at your risk, cost and expense may at any time enter your premises where the rented equipment is stored or used at all time and recover the rented equipment following notice of both request of the rented property and resonable notice of the time of entry.
You shall not pledge or encumber the rented equipment in any way. ZYRL may terminate this agreement immediately upon your failure to make payments when due, or upon your filling for protection from creditors in any court of competent jurisdiction.
ZYRL makes no warranty of any kind regarding the rented equipment, except that ZYRL shall replace the equipment with identical or similar equipment if the equipment fails to operate in accordance with the manufacturer’s specifications and operation instructions. Such replacement shall be made as soon as practicable after you return the non-conforming equipment.
You indemnify and holds ZYRL harmless for all injuries or damage of any kind for repossession and for all consequential and special damages for any claimed breach of warranty provided the foregoing notice provisions have been met.
How often does ZYRL transfer funds to my bank?
ZYRL will operate on a weekly transfer cycle. Once a week, funds collected from customer transactions will be transferred to your account. Fees and subscription charges will automatically be deducted prior to transferring funds.
Does ZYRL cost anything?
ZYRL charges a 5% transaction fee to the business for all sales made through the kiosk. This will cover credit card processing fees, as well as ZYRL service fee. ZYRL will charge 2.5% transaction fee to cover credit card charges.
If you choose to pay a monthly flat rate ZYRL will charge a monthly fee of $397 for services rendered. ZYRL will also charge a 2.5% transaction fee for all sales made through the kiosk to cover all credit card processing fees.
If you choose to pay a year in advance ZYRL will charge a flat fee of $4,800 for services rendered. After the 12-month cycle is completed ZYRL will convert your account at ZYRL’s discretion to 7.5% transaction fee to the business or $397 flat monthly fee. ZYRL will also charge a 2.5% transaction fee for all sales made through the kiosk to cover all credit card processing fees.
What are my rights in ZYRL?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including ZYRL’s) rights.
You understand that ZYRL owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
Do I have to grant any licenses to ZYRL or to other users?
For all User Submissions, you hereby grant ZYRL a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you store a User Submission in your own personal ZYRL account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant ZYRL the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users)(a “Limited Audience User Submission”), then you grant ZYRL the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant ZYRL the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all ZYRL users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with ZYRL’s business for any purpose. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your ZYRL account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from ZYRL’s records and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
Finally, you understand and agree that ZYRL, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
What if I see something on the Services that infringes my copyright?
You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like ZYRL, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here https://ZYRL.us/Copyright-Dispute. To learn more about the DMCA, click here.
Who is responsible for what I see and do on the Services?
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
ZYRL has no control over and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, ZYRL will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ZYRL shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
ZYRL does not review any information you provide for accuracy, nor does it guarantee the accuracy of information about other companies. Any information obtained from our Services is not a substitute for legal advice from a qualified attorney licensed to practice in an appropriate jurisdiction.
If there is a dispute between participants on this site, or between users and any third party, you agree that ZYRL is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release ZYRL, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."
What if I want to stop using ZYRL?
ZYRL is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. ZYRL has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms related to the use of ZYRL services.
Account termination may result in the destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will provide resonable advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of ZYRL.
If you have deleted your account by mistake, contact us immediately at Admin@ZYRL.us - we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
These Terms apply to your use of all the Services, including the [iPhone, iPad Touch, and iPad] applications available via the Facebook, Inc. (“Facebook”) messenger (the “Application”), but the following additional terms also apply to the Application:
Both you and ZYRL acknowledge that the Terms are concluded between you and ZYRL only, and not with Facebook, and that ZYRL is not responsible for the Application or the Content;
The Application is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
You will only use the Application in connection with the mobile device that you own or control;
You acknowledge and agree that Facebook has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
You acknowledge and agree that ZYRL, and not Facebook, is responsible for addressing any claims you or any third party may have in relation to the Application;
You acknowledge and agree that in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, ZYRL, and not Facebook, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties;
Both you and ZYRL acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of the agreement which may affect or be affected by such use; and
Both you and ZYRL acknowledge and agree that Facebook and Facebook’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Facebook will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
What else do I need to know?
TERM AND TERMINATION. This Agreement commences on the Date the kiosk's deployedment into the companies store the parties (“the Effective Date”) and shall continue in effect thereafter every month unless superseded or otherwise terminated. In agreeing to this Terms and Services, the Customer is agreeing to pay for the ZYRL service for a mandatory minimum of the 18 months (or time agreed to with the ZYRL team) starting at the time the kiosk is deployed into your company. Each month after the first mandatory minimum 18 consecutive months (or time agreed to with the ZYRL team) will be at will for the customer. After the Services Commencement Date above, payment shall continue in effect until customer sends written request of cancellation that is then accepted by ZYRL and only after the first mandatory minimum 18 consecutive months (or time agreed to with the ZYRL team). For the avoidance of doubt, unless otherwise agreed between the Parties in writing this Agreement shall not terminate until the termination of the service between the parties. ZYRL may terminate this Agreement at any time for any reason with written notice to other parties. If customer desires to terminate this Agreement before the first mandatory minimum 18 consecutive months (or time agreed to with the ZYRL team) then the customer can do so after half of the contract service months have passed and the customer pays an early termination fee in the amount of 2 times their current monthly rate. Early termination cannot be completed in between a payment period. For example, If your services are billed on the 12th of the first month and you want to cancel on the 23rd of the second month there will be no prorated refund. You will have paid the first month’s service fee, the second month's service fee, and the early termination fee. If you would like to suspend your services due to a natural catastrophe, remodel or other major changes out of your control than you may suspend your services for up to 60 days for $25.00 a month. Major changes out of your control will be determined and evaluated by ZYRL. If either party shall be adjudicated as bankrupt, institute voluntary proceedings for Chapter 7 Bankruptcy protection, make any general assignment for the benefit of its creditors, apply for or consent to the appointment of a receiver for it or its property, or admit in writing its inability to pay its debts as they become due because of events out of its control, the other party may terminate this Agreement by written notice. Any such termination shall not relieve either party from any accrued obligations hereunder. Upon termination or expiration of this Agreement, ZYRL shall return to Customer all Customer Content created by the customer and shall delete all such Customer Content from any computers, networks or software system under its control and shall certify to Customer its compliance with the requirements of this provision.
SURVIVAL. Accrued payment obligations, will survive any expiration or termination of this Agreement. Upon expiration or termination of this Agreement, ZYRL may delete the Customer Content permanently from ZYRL’s servers.
User Disputes You agree that your company is solely responsible for your interactions with any user. ZYRL reserves the right but has no obligation, to become involved in any way with disputes between the company and a user in regards to discounts or rewards promised. ZYRL will have no liability or responsibility for any acts or omissions of discounts or rewards promised.
Service Interruption. Either party should be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to acts of God, acts of war, fire, laws, proclamations, ordinances or regulations, riots, earthquakes, floods, explosions, or any other acts of nature. The obligations and rights of the party so excused shall be extended on a day to day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations continue for a period in excess of thirty (90) days, either party shall have the right to terminate this agreement upon ten (10) days prior written notice to the other party.
ZYRL Service. ZYRL grants to Customer and Customer accepts, a non-transferable, non-sublicensable, non-exclusive subscription and license and right to access or to use any and all of our services available to you in the kiosk you recieved. Customer further acknowledges that their access and use of the ZYRL service will be limited to only the access available on ZYRL’s kiosk backend and other designated websites for which ZYRL shall provide access to Customer and or Customer’s Clients to use the ZYRL Products.
Member Account, Password, and Security. You are responsible for maintaining the confidentiality of your password and/or mobile device, as applicable, and account, if any, and are fully responsible for any and all activities that occur under your password and/or mobile device, as applicable, or account. You agree to (a) immediately notify ZYRL of any unauthorized use of your password and/or mobile device, as applicable, or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. ZYRL will not be liable for any loss or damage arising from your failure to comply with this Section.
Third Party Services. You may need to register for third-party services (e.g., Facebook Messenger or Square) and otherwise enable various third party services to be directly integrated into your ZYRL experience. By enabling third party services within the Service, you are allowing us to pass your log-in information or other information (e.g., token authentication information) to these service providers for this purpose. Please remember that the manner in which third party services use, store and disclose your information is governed solely by the policies of such third parties, and ZYRL shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. In addition, ZYRL is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with third party services, and such third party services may revoke authentication at any time. As such, ZYRL is not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party service. ZYRL enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.
Trademarks and Marketing. Customer agrees that, during the term of this Agreement, ZYRL may use the Customer’s trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification (“Trademarks”) in connection with its performance hereunder. Any other proposed use of a party’s (or parties clients’) Trademarks shall be subject to Customer’s prior written approval in each instance except that ZYRL may list Customer as a client on ZYRL’s website. Neither party will portray the other in a false, misleading, or derogatory manner. The customer agrees to submit in advance any press releases, marketing materials, case studies and all such marketing activities that involve the ZYRL brand, and they shall be mutually agreed upon prior to publication.
Commercial Use. Unless otherwise expressly authorized you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes other than what the ZYRL kiosk was created for.
Copyright Complaints. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Service infringes your copyright, you (or your agent) may send ZYRL a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter-notices with respect to the Service should be sent to ZYRL at:
Find ZYRL’s Address on www.ZYRL.us
By Email: Admin@ZYRL.us
IMPROVEMENTS. ZYRL will be free to implement, use, modify or otherwise exploit, Customer’s ideas, suggestions or materials (or any part thereof) related to the ZYRL Product without any payment or other obligation to Customer, and Customer agrees never to assert against ZYRL any claim based on any proprietary rights therein. Customer acknowledges that ZYRL may modify, update or otherwise change the ZYRL Products from time to time.
Warranty Disclaimer. Neither ZYRL nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. ZYRL makes no warranty about the accuracy of job postings on its site, including salary and background requirements, or the availability of specific job positions. We do not guarantee any results. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from ZYRL or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product or service). THE SERVICES AND CONTENT ARE PROVIDED BY ZYRL (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ZYRL (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, DATA LOSS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO ZYRL IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold ZYRL, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). Notwithstanding the foregoing your absolute maximum indemnification shall be $5,000.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without ZYRL’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND ZYRL ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that ZYRL may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and ZYRL agree that these Terms are the complete and exclusive statement of the mutual understanding between you and ZYRL, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of ZYRL, and you do not have any authority of any kind to bind ZYRL in any respect whatsoever.
Except as expressly set forth in the section above regarding the Facebook messenger Application, you and ZYRL agree there are no third party beneficiaries intended under these Terms.